Jake Simson
About Jake Simson
Independent Class II director at Septerna, Inc. since June 2023; age 39 as of April 21, 2025. Partner at RA Capital, a multi-stage life sciences investment firm, with prior progression from Associate/Analyst to Principal; S.B. in Materials Science & Engineering (MIT) and Ph.D. in Biomedical Engineering (Johns Hopkins). Term expires at the 2026 annual meeting; board determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RA Capital | Partner | Dec 2020 – Present | Investor/operator perspective across biopharma |
| RA Capital | Associate, Analyst, Principal | Jul 2013 – Dec 2020 | Deep diligence, portfolio building |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bicara Therapeutics Inc. (Nasdaq: BCAX) | Director | Mar 2023 – Present | Not disclosed |
| Janux Therapeutics, Inc. (Nasdaq: JANX) | Director | Mar 2021 – Present | Not disclosed |
| Tyra Biosciences, Inc. (Nasdaq: TYRA) | Director | Jan 2020 – Present | Not disclosed |
| Dice Therapeutics, Inc. (acquired by Eli Lilly) | Director | Dec 2020 – Aug 2023 | Company sold to Eli Lilly |
Board Governance
- Committee assignments: Compensation Committee member; chair is Bernard Coulie. Audit Committee and Nominating & Corporate Governance assignments do not include Simson.
- Independence: Board determined all directors except CEO Jeffrey Finer and Alan Ezekowitz are independent; Simson is independent.
- Attendance/engagement: Board met 17 times in FY 2024; each incumbent director attended ≥75% of aggregate board and committee meetings.
- Board class/tenure: Class II; director since 2023; term expires 2026.
| Governance Metric | FY 2024 | Notes |
|---|---|---|
| Board meetings held | 17 | Virtual format adopted company-wide |
| Simson committee role | Compensation Committee member (not chair) | Chair: Coulie |
| Independence status | Independent | Nasdaq and SEC criteria |
Fixed Compensation
- 2024 cash fees (director-level): $8,500 to Simson.
- Director cash policy (post-IPO): Annual board retainer $40,000; non-executive chair +$30,000; committee retainers—Audit: $7,500 member/$15,000 chair; Compensation: $6,000 member/$12,000 chair; Nominating & Corporate Governance: $5,000 member/$10,000 chair.
| Cash Compensation (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 8,500 |
| Non-Employee Director Cash Policy | Amount ($) |
|---|---|
| Annual Board Retainer (member) | 40,000 |
| Non-Exec Chair additional retainer | 30,000 |
| Audit Committee member/chair | 7,500 / 15,000 |
| Compensation Committee member/chair | 6,000 / 12,000 |
| Nominating & Corporate Governance member/chair | 5,000 / 10,000 |
Performance Compensation
- 2024 equity award: Option to purchase 13,356 shares; grant date Sept 2024; exercise price $6.81; grant-date fair value $114,995. Vesting: 1/16 per quarter starting IPO effective date; subject to both service-based and performance-based condition tied to IPO or sale; full acceleration upon “sale event.”
- Director equity policy (post-IPO): Initial option grant 33,246 shares (monthly vest over 3 years); annual option grant 16,623 shares (vest by next annual meeting or 1 year); both accelerate upon sale of the company.
| Equity Award (2024) | Shares | Exercise Price ($) | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| Director Option grant | 13,356 | 6.81 | 114,995 | 1/16 quarterly from IPO effective date; service + performance condition; accelerates upon sale |
| Equity Policy (post-IPO) | Shares | Vesting | Notes |
|---|---|---|---|
| Initial Director Grant | 33,246 | Equal monthly over 3 years | Accelerates on sale; 10-year term; FMV exercise price |
| Annual Director Grant | 16,623 | Full by next AGM or 1 year | Prorated if joining mid-cycle; accelerates on sale |
Performance metric feature: Director options include a performance-based condition linked to the consummation of an IPO or a sale of the company prior to vesting commencement/acceleration, rather than operational metrics (e.g., TSR/EBITDA), aligning director equity with milestone events.
Other Directorships & Interlocks
- RA Capital affiliation: RA Capital entities beneficially own ~15.7% of Septerna common stock (RA Healthcare Fund and RA Nexus), with continuing registration rights post-IPO. Simson is a Partner at RA Capital and serves on Septerna’s Compensation Committee.
- Financing interlocks: RA Capital purchased $29,999,999.72 of Series B preferred (24,331,492 shares) pre-IPO; investors’ rights and management rights agreements terminated at IPO except for registration rights; RA held a board observer right that terminated at IPO.
| Interlock/Stakeholder | Relationship to SEPN | Key Terms |
|---|---|---|
| RA Capital | ~15.7% owner; prior Series B investor | Board observer rights (terminated at IPO); ongoing registration rights |
| RA Capital Series B purchase | $29,999,999.72; 24,331,492 shares | RA Healthcare and RA Nexus participation |
Expertise & Qualifications
- Technical/financial credentials: Life sciences investor with board experience across public biopharma; engineering background (MIT S.B.; Johns Hopkins Ph.D.).
- Board skills: Capital markets, portfolio construction, biopharma R&D diligence—complementary to Septerna’s growth-stage needs.
Equity Ownership
- Beneficial ownership (individual): 1,669 shares issuable upon exercise of options exercisable within 60 days of April 21, 2025; less than 1% of outstanding; Simson disclaims beneficial ownership as the options are held for the benefit of RA Capital and any net proceeds upon exercise are turned over to RA Capital.
- Options held (total): 13,356 shares (as of Dec 31, 2024) under director grants.
- Significant holder context: RA Capital beneficially owns 6,997,527 shares (~15.7%).
- Hedging/pledging policy: Company prohibits short sales and derivative/hedging transactions by directors; margin/pledging risks noted; no director-specific pledging disclosed.
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Jake Simson (options exercisable ≤60 days) | 1,669 | <1% |
| RA Capital (aggregated entities) | 6,997,527 | 15.7% |
| Simson Equity Detail | Amount |
|---|---|
| Total director options held (Dec 31, 2024) | 13,356 |
| Options exercisable within 60 days (Apr 21, 2025) | 1,669 |
Governance Assessment
- Board effectiveness: Simson brings capital allocation and biopharma diligence expertise; active on the Compensation Committee, supporting pay design and director compensation oversight; independence affirmed under Nasdaq/SEC rules.
- Attendance/engagement: Board met frequently (17 meetings in FY 2024); overall director attendance at least 75% suggests strong engagement.
- Pay and alignment: Director pay mix is equity-heavy with milestone-based vesting (IPO/sale), aligning directors to strategic inflection points; cash fees are modest versus policy levels due to mid-year/post-IPO timing.
- Safeguards: Clawback policy adopted per SEC/Nasdaq; insider trading policy restricts hedging; audit committee reviews related-party transactions.
Potential RED FLAGS
- RA Capital affiliation and influence: Simson is a Partner at a 15.7% holder and serves on the Compensation Committee; while the board confirmed independence and reviews related-party transactions, investors may scrutinize potential conflicts in compensation decisions and strategic financing/post-IPO registration dynamics.
- Personal ownership alignment: Simson’s options are held for RA Capital’s benefit (proceeds turned over), potentially reducing direct personal “skin-in-the-game,” though RA’s substantial ownership provides alignment at the shareholder level.
- Governance phase-in: Nominating & Corporate Governance Committee includes one non-independent member (Ezekowitz) under phase-in exemption; independence expected within one year of listing. While not specific to Simson, committee composition is a monitoring point.
Context on say-on-pay: As an emerging growth company, Septerna is not required to conduct say-on-pay votes; historical say-on-pay results are therefore not available.